Web of the Spider
by ultimate buu
Summary: Adjusting to life as a superhero isn't easy, especially when your past comes back to haunt you. Now Peter Parker must defend New York as Spider-Man from a lunatic he thought he stopped for good and uncover the secrets of his past he thought he buried. The question is; will he accept or decline help from the Justice League?


Web of a Spider

Disclaimer: I don't own anything related to Marvel or DC or any other franchise.

Hey guys I'm back!

Let's start the year right with the sequel to 'Path of a Spider'. If you haven't read that one yet you might want to before you read this since this might make more sense if you had read it.

Enjoy.

Part 1: Who said it was Simple?

March 15

New York

'SPIDER-MAN: HERO OR MENACE?'

That was the tagline for the Daily Bugle newspaper, complete with a picture of a man in a black suit with a white spider symbol swinging up in the air. Ever since he made his appearance back in December people had been somewhat mixed about the newest hero in the world. Most were neutral about his appearance and thought further action from him was needed to see what kind of person he really was, some were happy another hero had come to help make the world a safer place especially to those who lived in New York and thought it needed a hero.

Then there were those like J. Jonah Jameson…

"That Spider-Man is a menace!" He would yell in his office when he got the chance. "He's a rotten trouble maker who will no doubt reveal his true colors when we least expect it!"

This was normally what Peter heard every time he went and brought in a picture of Spider-Man stopping a robbery or just moving about in the city. Peter was known in the Daily Bugle as the only guy who could get a picture of Spider-Man since he was first spotted in December and has thus been the only known photographer to ever successfully get a picture of him. People had often asked him for his secret and if Spider-Man himself told Peter to take his pictures and his answer to that was; "Spider-Man thinks I get his good side."

Which wasn't that much of a lie really when you think about it because Peter did think only he could actually get his own good side.

Peter never really put much thought into it when he took pictures of himself as Spider-Man. The only real think he focused on was finding trouble, stopping it and helping out people in distress. The one think Peter loved besides helping people was the feel of web swinging in the city; it was amazing. The feeling of the wind as it flew past you and the sensation of flying through the air while moving from building to building was exhilarating, it was a feeling that Peter could never forget. Peter would tell Ben about it whenever his little brother would ask about what he was doing as Spider-Man and Ben would always ask Peter if he could do it one day. Peter would always tell him that maybe one day Ben would be able to swing with him in New York but only when he was older to which Ben would pout and Peter would chuckle and ruffle his hair.

Peter's aunt May and uncle Ben would occasionally ask him how he was doing as Spider-Man which Peter learned was code for 'be careful and don't let us watch a news report detailing your death.' The same conversation went with Curt and Martha Conners but Curt would regularly make sure that Peter's suit was still in control after he told him what happened during his last fight with Green Goblin. Curt had told him that the suit had responded to his anger and frustration a similar trait that V3 had when it was still being tested. Peter had been warned to watch his temper when using the suit or else possibly turning into that monster again. Peter could only remember anger when he was in that state and he never wanted to turn into the monster again.

When Peter wasn't working at the Daily Bugle or fighting crime as Spider-Man he was spending time with his family or his girlfriend Mary Jane. Peter tried to not let his time as Spider-Man ruin his time with Mary Jane and he tried to spend as much time as he could with her and even when he couldn't make it on a few occasions because something seemed to come up at that moment Mary Jane still understood and Peter would make it up to her.

Peter was in his Spider-Man outfit swinging through the city during his morning patrol, looking for any signs of trouble. His thoughts then when to the Justice League and he was thankful he hadn't seen them around in New York. Ever since he had been introduced to the public as a new super hero Peter was thinking that he would see them around sooner or later and he was happy that he found no trace of them the times he went as Spider-Man as well as the fact that he wasn't being tracked by any one.

Spider-Man sighed as he clung to a sky scrapper and stood up on his feet, still clinging to the building as he crossed his arms and looked down at the busy street below in thought.

_October 15_

_Three years ago_

_Peter woke up, his head pounding as his eyes slowly came into focus and he checked his surroundings. He looked around to find himself on bus with other people around him sitting down, looking out the window or reading something. He looked around confusingly wondering how he got here and why he was here, last he checked he had gone out to the store for milk and as he looked outside he saw that that it was dark out and he checked his watch to find it was 8:15. He got off in Queens and went to the nearest store to grab some milk and headed home thinking he must have fallen asleep on the bus._

_As he walked home his head was still pounding and he couldn't figure out why it hurt so much. He soon walked the steps to his home and unlocked the door with his key and opened it up, closing it behind him as he moved to the kitchen and put the bottle of milk in the refrigerator. As he closed the fridge he heard a gasp and turned to see his aunt May who ran up to him and hugged him._

_"Peter I thought you weren't coming back," said aunt May as she hugged him tightly. _

_"I only went to the store for milk aunt May I told you I wouldn't be gone long," said Peter as he hugged his aunt._

_Peter then saw his uncle Ben come into the room and he didn't look to happy to see him._

_"Where have you been Peter?" His Uncle demanded rather than ask._

_"I told you I went to the store for some milk aunt May said we were out." Peter said_

_Uncle Ben looked at Peter his rage slowly turning into confusion as he heard Peter explain, "Peter that was over a month ago."_

_Peter looked at his uncle in confusion as his aunt slowly pulled away from the hug and said; "Its true Peter you've gone for over a month and we searched as much as we could but we couldn't find you."_

_"Okay I get the joke, you had me going there." Said Peter_

_"This is no joke Peter," said Uncle Ben as he walked over to Peter. "You went out to go get milk and up until tonight you never came back, what do you remember doing?"_

_"All I remember is walking outside and getting on a bus to-" but Peter stopped as he clutched his head._

_"Peter!" said Aunt May_

_Peter clutched his head as he started to remember; getting on the bus, making his way to Gotham then Washington and stalking them…_

_Peter saw himself in Gotham, watching Batman and Robin fight Two Face and then following them back to an entry way to the bat cave and then heading to Washington D.C as he watched the Justice League fight Black Atom and Sinestro. Then he infiltrated a building to go into a lab and watch a boy being taught in combat as well as them make plans to create a better clone of Superman._

_He heard them, he watched them for a while until he got what he wanted and he came back, putting himself in the same spot he was in before he blacked out._

_What he wanted to know was why._

_Three Weeks Later_

_Peter woke up to find himself on his desk with the lamp on which was odd considering he had fallen asleep on his bed and he found himself dressed in clothes he wasn't wearing when he went to sleep a few hours ago. He checked his clock to find it was 3 in the morning and he looked down at his desk to find pictures. He looked at the pictures to find that they were of the Justice League and from the looks of the background it was in New York. _

_Through the pictures he found that they were fighting an Amazo and he saw the pictures reflect from the beginning to the end. He noticed that the pictures had circles on them and on the back of those pictures had writing on it which detailed how to combat certain attacks and what to watch for in team attacks._

_Peter then glanced down to a black journal he had never seen before in his room and he picked it up and slimmed over a few pages. His eyes widened as he scanned over the pages of the journal until he closed it up and slammed it over the desk._

_Peter recognized his own hand writing from the journal and written down in the journal were notes detailing possible identities to the Justice League. Apparently he had stalked them long enough to start making connections and he hoped that he was wrong._

_He hoped…._

Present Time

Spider-Man jumped from the side of the building and started web swinging across the city moving from block to block. He could only recall ever having those 'black outs' about five more times in his life as well as finding out more information every time until they just stopped.

Curt had run a few tests and came to the conclusion that his suit might have been programmed to track the Justice League should the opportunity ever occur.

Spider-Man landed on the rooftop and looked down to the city below, his thoughts shifting towards his new duties.

'What's done is done as they say and right now I have my own present and future to think about,' he thought as he jumped down to the city below.

Later that night

'Freedom,' was his first thoughts as he jumped on the rooftop and saw the guards halt their attempts to go after him in the dark. He knew they wouldn't follow him deep into the city; they wouldn't risk being caught like that.

He then made his way deeper from the edge to the inside of the city and he found it surprisingly nice to look at. He then looked down below to see a woman enter a large building from what he depicted as a bank.

'Best place to start as any,' he thought as he made his way to the bank.

He then crawled in through an air vent on the roof and made his way to the security room. The guard was watching the cameras and taking a sip of his coffee as he silently crawled out of the vent and made his way to the ground. He slowly approached the guard and placed his hands on his head and with a 'crack' the guard was motionless.

He gave a soft chuckle as he turned off the security controls and locked the buildings exits, not wanting his fun to end early. He then walked out of the security room down a hallway to the main room and hidden from view at a corner he watched as people in line waited for their turn to get to the front desk.

'Now for some real fun,' he thought as he jumped into the air and landed in the middle of the bank. He heard people scream and some guards pulled out guns and shot at him but the bullets didn't even bother him as they hit his flesh. Some moved to the exits but they wouldn't budge and that's when the tendrils from his body came out and grab as many as he could.

He felt them struggle under his tendrils but soon they stopped as their energy was being taken away and those who he didn't grab he attacked them with his claws until there was only one woman left cowering in the corner. Her eyes were pleading as he grabbed her with his claws reeking with the stench of blood and he used another tendril to grab her as well and he drained her energy quickly.

The energy he got from the people felt good to him and the smell of blood gave him such a rush. He then dropped the lifeless people on the ground their bodies decayed to the point that he was sure their funerals would be closed casket. He looked around the room, blood on the floor and some walls and bodies everywhere he looked.

He let out a laugh at his carnage but then again he always tried to live up to his name.

'I love what I've done with the place and I hope he likes it to,' thought Carnage as he took another look at the bodies.

March 17

New York

Spider-Man landed on the rooftop and looked down at a rundown building in the edge of the city. Yesterday the news had been all about the massacre at a bank in Midtown and the sight of dead bodies as well as bodies that looked like they literally had the life sucked out of them drove Peter to know who was responsible.

That and there was a calling card left saying 'If there's no corpse the guys alive' written in blood on one of the walls. What had baffled authorities was that the money in the bank had not been touched nor had any attempts been made to break in to the safe.

Spider-Man then went on the roof to the building and saw a small hole which he jumped into and landed in on the ground while a few guards were in the room. They raised their guns to him but they webbed away by a black tendril and webbed up on the wall except one who was pulled to Spider-Man and grabbed by the front of the shirt.

"Where is Octavius," he said to the guard who looked at him with fear. The guard pointed to the next room and Spider-Man threw the guard to the wall and webbed him up with the others.

He made his way into the next room which was empty except for a man with brown hair wearing a brown trench coat on his body was typing away at a computer on a desk. What was peculiar about this was that out of the man's back from the straight jacket were four long tentacle machines that look like claws at the end. As Spider-Man stepped into the room the man stopped typing at the computer and turned to face him revealing his green spandex suit that showed his muscular physique as well as black boots and on his face were a pair of dark sunglasses despite the little light in the room.

"I didn't expect you to drop by anytime soon." Said Octavius

"Why did you release him to the outside world," said Spider-Man cutting to the chase.

"I don't know what you're talking about." Said Octavius

Octavius was soon webbed up and thrown into a corner of the room and as he got back up he saw his robotic arms being webbed to the ground and saw Spider-Man slam him into the wall. Spider-Man held him up to the wall by his shirt with one hand and glared at Octavius through his mask.

"Don't toy with me Octavius," said Spider-Man as he tightened the grip on his shirt. "I watch the news; now tell me why Carnage is out loose in the city when the last I saw of him he was falling into a furnace."

Octavius took a second before responding; "To answer your first question he survived being thrown into that furnace most likely because the heat wasn't that intense. He was put into a comma though and we kept him secured for when he woke up but to answer why he's lose I have to show you, so if you don't mind," he looked at Spider-Man's hand on his shirt.

Spider-Man let Octavius go and the doctor landed on his feet and he broke his robotic arms free from the webbings. He then led Spider-Man through a door which led through a hallway and then downstairs to a lab. In the lab people were cleaning up by a table that had broken straps and wires around it.

"You tried to use a table connected to sonic sounds to keep him here." Said Spider-Man

"Yes, but yesterday he woke up just as the wires were being unplugged to another sonic device," said Octavius as he looked at Spider-Man. "A foolish mistake on our part but you have to understand he was in that comma for over two years and we believed he would never wake up so we let our guards be dropped for a while."

"Apparently it was enough for him to get out and cause a massacre at the bank," said Spider-Man as he looked at the people cleaning up wires and machines. "He also left a little calling card for me which means he still has it out for me."

Spider-Man saw the smile Octavius had on his face and then added; "You do realize he might come back here for you."

"I know but it's no surprise of the creation trying to kill the creator," said Octavius as he looked the wreckage and then at Spider-Man. "Nor is it surprising for the clone to try to kill the original for his own purposes."

"He might be trying to do it because you gave him the mind of that lunatic Cletus Cassidy," said Spider-Man as he crossed his arms. "Then you tried to control him but ended up contacting Dr. Conner's lab because he tried to kill you."

"I probably wouldn't have created Carnage had S2 not been destroyed." Said Octavius

"You experimented with the DNA of not only Richard and Mary Parker but mine as well to make that clone," said Spider-Man his temper slightly rising. "Its destruction may have occurred with or without me looking around."

This in fact was a lie and Spider-Man knew it.

True six years ago Spider-Man had come across the hideout Octavius had because he had recognized him as one of the scientists that he had seen before he escaped. He had seen him at a science expo Curt had taken him to and he noticed him in the background wearing a trench coat. He also followed him out when he had left early and saw him head over to a rundown building and then had informed Curt of what he had seen.

_September 18_

_Six years ago_

_'These guards are horrible,' thought Peter as he snuck through the building hidden in the dark in his suit._

_He wasn't supposed to be here, Curt had told him it would be too dangerous to come here but Peter couldn't help but feel like he had to be here. He didn't trust Octavius despite the fact that he had been one of the kinder scientists towards him he still didn't trust him._

_He made his way through the building taking out guards by knocking them out and webbing them to the walls. Sometimes he didn't need to take out the guards as some were asleep or were too busy talking with other guards to notice him. Peter could tell these guards were hired street thugs and most were probably rookies when it came to the job they had been hired to do._

_As Peter moved he entered a large white room with machines all connected to a large tube in the center by large wires. In the tube Peter saw a small bed and wrapped up in a small white blanket was a…baby?_

_Peter slowly closed the door behind him and moved to the tube cautiously so as not to spring on any traps. He soon stood in front of the tube and saw baby floating in it and from what Peter could tell the baby was asleep. He then saw a clipboard on a stand by the side of the tube and picked it up to viewed the paper on it and read;_

_Subject; S2 (male)_

_Status; Health similar to that of yesterday (Check previous chart) otherwise perfectly healthy_

_Information; S2 is to be studied and taken care until training can be deemed acceptable. S2 is to be treated like a normal baby at the age of 1and watched for any abnormal tendencies. _

_Creation; S2 is created from the DNA of scientist Richard Parker (Deceased) and his wife Mary Parker (Deceased) as well as added with the same serum that gave the original subject S1(Deceased) his spider powers. His features are somewhat similar to that of S1 at infant size but his DNA proves to be similar to that of Richard Parker making him more or less the brother of S1._

_Peter looked at the paper a few times over and over again until he looked up at the baby in the tube._

_His brother, Peter couldn't believe that he had a brother as he looked at the sleeping baby and put his hand slowly and gently on the tube. The baby scrunched his face a little before it went back to being still and Peter smiled underneath his mask at the sight._

_He didn't know how long he had been just standing there staring but he knew right then and there that he couldn't leave the baby here. He wasn't about to let the same thing that happened to him happen to his brother, 'brother', the word alone seemed so foreign in Peter's vocabulary that it felt odd even thinking about it._

_Peter then took his hand away from the glass and looked towards the wires connecting the tube to the machines and went over to a computer in the back. Through the computer he found that the machines were what was keeping him asleep inducing a none harmful gas that made it easy for him to breath and sleep as well as provide nutrients. Peter then shut down the machines opened the tube and turned around as the tube soon started opening up but before he went to go collect his brother and escape he thought of something._

_'They might try to find him,' he thought as he looked at the sleeping form of the baby. 'They could take him away from me…unless'._

_Peter then went over to the machines and soon started moving about the wires as well as pulling some of them out of place. He saw a spark of electricity from one of the wires and set that over near the computer and with another wire he carefully opened it up and connected those circuits to the computer. He then went over to the computer and turned on the machines again as well as setting its power higher than the previous standings. He also took the paper from the clipboard with him as proof of his findings._

_Peter then went over and slowly picked up the baby and held it close to his chest and he opened the door and slowly walked out of the room. As Peter made his way down the hall and to the window, he opened it up and heard an explosion and quickly jumped out swinging on a web from the nearest building. _

_He found it a bit difficult to swing with one hand but he made due until he landed safely in an empty alley way in queens. He checked on the baby to find that it was still asleep in his arms and breathing softly even as he changed back from his suit to normal clothing and walked to his aunt and uncle's house, hoping that he could explain what had happened._

Present Time

"That's not what I'm here for anyway," said Spider-Man as he looked at the mess left by Carnage. "What I want to know is what you have planned to bring him back."

"The people of this building were lucky to survive his onslaught a second time," said Octavius as one of his robotic arms picked up a tattered piece of clothing on the ground. "I will not risk their safety by going after him, we were lucky to be able to escape the clutches of Osborn."

"Osborn's in jail and will be for a long time, I'm sure you watched that trial." Said Spider-Man

"I did but that still does not mean that I will take the chance of going after that monster." Said Octavius

"So you want me to go after him is that?" said Spider-Man

When Octavius didn't respond he replied "I'm going to stop Carnage regardless of whether or not you want me too, just don't expect him back when this is over."

"I don't really expect to see Carnage again." said Octavius. "I realize now how much of a mistake it was to create such a monster and now he's out there causing who knows what kind of havoc."

"I will stop him before he can get the chance take more innocent lives," said Spider-Man as he started walking out of the room but not before looking back at Octavius. "Just be happy that I'm not trying to turn you into the authorities for creating that monster but that's only because I still take pity on those who went off the grid like you to avoid Osborn."

With that being said Spider-Man left the room and jumped back up the hole into the city where he would begin his search for Carnage.

March 18

New York

Spider-Man landed on the top of a building, looking around in the night sky as a few clouds moved over the moon.

'I've been searching all day and still no sign of that spaghetti monster.' He thought

He then jumped from the building and swung a few blocks before landing on the side of a building and looked down at the empty streets. He looked over at an alley way to see something hidden in the shadows run away.

'Bingo,' thought Spider-Man as he used a web to pull himself into the alley. He landed on the ground and saw the figure jump from the alley onto a building and Spider-Man gave chase. As he followed the mysterious person until he turned a corner and saw that the person was gone and Spider-Man looked around to find that no one was there.

He felt his spider sense go off and he jumped up to avoid the tendril that slammed into the ground and Spider-Man webbed person in the feet as he landed on the ground. In the light of the moon he saw the red suit, the sharp teeth and animalistic white eyes and the murderous look in them.

"I was beginning to think you were avoiding me Carnage." Said Spider-Man

"That's no fun, avoiding pleasure and I want the pleasure of killing you," said Carnage as he gave a smile showing his sharp teeth.

"Sorry but you're going to have to save that for your dreams," said Spider-Man as he shot a web at Carnage before jumping over him and pulling Carnage to the ground in front of him. Carnage grabbed on to the webs and pulled Spider-Man to him and made a blade out of his arm and aimed it at his chest but before he could strike Spider-Man flipped in the air and jumping on Carnage's head landed across from him on the building.

Carnage turned around and let out a monster like roar before charging at Spider-Man who stood his ground before leaping out of the way of the axe Carnage made in his hand. Carnage then put his hand in the ground, Spider-Man felt his spider sense go off and he jumped to his left to avoid the spikes that came from the ground. He ran to Carnage who struggled to get his hand from the ground but it came loose when Spider-Man kicked him in the jaw and punched him in the face before Carnage blocked the kick to his chest. He clawed Spider-Man in the stomach and kicked him at his side and was about to use his claws on him again until Spider-Man punched him in the chest and kicked him in the side of the head which made him fall to the ground and he rolled to a crouching position.

The cut wounds on Spider-Man's stomach healed and his suit patched itself up as Spider-Man got into a stance when Carnage got on his feet.

Carnage let out a dark chuckle as he looked at Spider-Man and stopped to say "I missed being able to cut you like I did before. I have to say I enjoy fighting you original and I'll enjoy killing you all the same."

"The only think you'll enjoy is a permanent stasis chamber where you can stay in your own head for as long as you like." Said Spider-Man

"That's no fun keeping me locked up from all those delicious energy wielding people." Said Carnage

"I don't think anyone else would argue about the monster being locked away." Said Spider-Man

"But they don't even know me enough to want me locked away," said Carnage as he let out a laugh and stopped to say; "Besides, I want to fight more than just you in this city."

"More than me, you don't mean-"

"Yes, I mean them; I know what your mission involving them was and you failed. I want to prove that a clone can do a job better than the original."

Carnage then shot out a tendril at Spider-Man who ducked and fired of a shot of webs at Carnage but the monster laughed, moved out of the way of the webs before jumping off the roof. Spider-Man moved to the edge of the roof and landed on the side to see that Carnage was gone. He looked around, scanning the area but found not a trace of him and even looked around for bit but found nothing.

'He got away,' Spider-Man thought as he soon started web swinging. 'I had him right there… and he got away from me just like that.'

He soon found himself web swinging home.

March 25

The images of lifeless corpses had drawn up the sums for an investigation in New York to stop who ever could be responsible. Once again the crime didn't fit the M.O. of anyone they knew, so the assumption of it being a new threat was quickly brought into discussion. Gathering what little Intel they could on the subject Young Justice had found that the victims had been at random, reports of attacks happening at a bank, mall, museum and even a gas station. The victims were either torn to shreds or turned into lifeless corpses a choice no one should have to make if given the decision on how to leave this world.

Batman had instructed them to be cautious on their mission to find what they assumed to be a creature; the claw marks lead to the idea that whoever was doing this wasn't human. The messages on the walls left during the attacks had led to the belief the belief that someone was taunting someone.

Messages like 'Can you Find Me?' or 'Waiting for you' appeared in most areas around the attacks. The thoughts on whom the creature was taunting had been numbered down to one seeing as thought there was only one new hero know in New York, which was why Batman had told them, before they go off looking for the creature they were to find out what Spider-Man knew about the creature first.

March 29

New York

To Mary Jane even a lunch break with Peter was worth all her time in the world. She was surprised when Peter had called and asked her if she wanted to spend her lunch break with him, to which she immediately agreed to.

They had met up by a café a block away from the modeling agency where Mary Jane had worked. They were seated at a table by the window and were sipping some coffee and eating some bagels while having a small conversation.

"So Jameson yelled at you for over five minutes this time." Said Mary Jane

"Yeah he kept going on about how bad the photos where, but I felt like I won an award; he only yelled for five minutes." Said Peter

They both shared a laugh and continued to talk; both enjoying each other's company.

This was something that Peter felt he really needed; some time with his girlfriend Mary Jane. After a countless hours of searching for Carnage but instead finding victims left in his path along with messages the he assumed Carnage had left just to taunt him.

He decided to take a short break and spend some time with Mary Jane because between the Bugle and crime fighting Peter had to find time for others. He didn't want to neglect his family, ever.

"So how are things with modeling?" asked Peter

"Pretty good," said Mary Jane as she took a small sip of her coffee. "We took a few photos for spring wear this morning and a few more shots with a couple of different outfits are still needed before we finish."

"That's great." Said Peter

"Yeah, I guess it is." Said Mary Jane

Peter saw her smile falter and took his her hand on the table in his. "I know you worry about me MJ, but I promise you that I will stay as safe as I can out there. I will come back from the 'field' every chance I get."

"I know Peter but sometimes I worry especially with that thing out there," said Mary Jane with a look of disgust as she mentioned Carnage.

Peter was about to answer when the radio by the cashier that had been playing classical music suddenly stopped and a man's voice spoke over the radio. "We interrupt you current broadcasting station with breaking news from Midtown New York. A creature police are describing to be somewhat of a giant rhinoceros but bigger is ramming through buildings across the streets..."

Peter looked at Mary Jane and before he could open his mouth she said, "I know you have to go and take pictures, just come back in one piece."

Peter flashed a smile before laying down a few bills on the table. "You know I will."

He kissed her on the cheek and walked out of the café and went the nearest alley way. After seeing that no one else was in it, his suit then materialized over him and he soon became Spider-Man and swung off to Midtown.

The wreckage and debris lead him in the right direction, as cars were seen all over the place and holes could be found in buildings.

'It's like a tornado hit this place,' thought Spider-Man as he saw a huge hole in the center of a building. 'I'm just going to _love_ the fight I get with this guy.'

He saw a few cops rounding up looters on the street and saw a trail of footprints on the road.

'They look like Rhino's footprints if he was on any steroids.' He thought.

The footprints stopped at a large hole in the middle of the street, looking as if it nearly it the level of the sewers. Spider-Man landed on the side of a building and saw that beyond the hole a few yards away were more footprints.

He swung further towards the footprints as cars were flying down the street in random directions.

'Someone's angry,' thought Spider-Man as he came closer down the street and heard the sounds of sirens.

Spider-Man saw a cop car driving away quickly past him and saw a dumpster hit a few inches from where the cop car was at before. Landing on the ground Spider-Man saw an explosion and through the explosion came a sudden sense of déjà vu.

It was a robotic rhino; it was bigger than the actual Rhino by at least 2 feet and had a blue coating to its metal as well as red eyes, a somewhat human looking face baring large white teeth and a larger horn on its head. Its feet looked more like a rhinoceros, with blue feet and large white toes; it had large hands with white claw like fingers, it was built somewhat like Rhino but obviously it was a machine.

"I don't know if you heard about this pal," said Spider-Man as the robot Rhino looked down at him. "But there's already a guy calling himself the Rhino so you have to pick a different costume as well as a different a name or you could get sued."

The robot Rhino stared at him for a few seconds before its red eyes flashed white. "TARGET FOUND; COMMENCING CAPTURE."

"Wait what are you- WOW," Spider-Man jumped back as the robot Rhino moved with surprising speed and tried to grab him with his arms.

Spider-Man landed on the ground crouched as he looked up at the robot. "Don't know about you but I believe in something called 'personal space'."

The robot lunged for him again but Spider-Man jumped over him and moved to the left as the robot tried to grab him with its right hand. Landing on the ground Spider-Man web pulled him towards the building as the robot rushed up and reached for him again, and as he stood on the side of the building he flipped up just as the robot tried to grab him. The robots arm going through the building.

'How did I know to do that?' thought Spider-Man as he had dodged the robot without even triggering his spider sense.

The robot Rhino looked up at Spider-Man and his eyes flashed white once again. "TARGET PERSISTENT, COMMENCING COMBAT," the robot said as it pulled its hand out of the building and took a slight step back as it rammed into the building.

Spider-Man felt the building shake and jumped off, landing behind the robot as it turned around and ran at Spider-Man charging at him with its horn. Spider-Man jumped over him as the robot stopped before it could hit the building and Spider-Man shot a large web at the robots back.

When the web hit the robot it shook a little almost like it cringed before turning around to face Spider-Man. The robot ran at Spider-Man who jumped up and webbed the robots head before using it to pull him behind the robot and when Spider-Man landed on the ground he jumped and landed a solid kick at the robots back at the same spot as to where he webbed him at.

Landing on the ground he saw the robot shake for a few seconds before turning around to face Spider-Man, who was wondering how he knew to hit the robot in the back.

Robot Rhino let out a loud animalistic roar before charging at Spider-Man who managed to jump up and web pulled himself out of the reach of the robot that had stopped mid charge and tried to grab him.

'It's like I've fought this guy before,' thought Spider-Man as the robot turned to look at him.

"ELIMINATING CAPTURE ORDER; DESTROY TARGET." The robot Rhino said while charging at Spider-Man with its horn aimed at his chest.

Spider-Man waited for the robot to get closer before jumping over it and landing on its back and while the robot stopped, Spider-Man hit its back multiple times. The robot Rhino tried to grab Spider-Man from behind it but it couldn't reach him. Spider-Man jumped off the robot just as static started to come from its head and it began to hit itself in the chest repeatedly before falling to the ground.

"So much for machine over man, the human Rhino is more of a challenge than you." Spider-Man said walking over to the robot.

Spider-Man saw the robots eyes were black signaling that it had switched off and he saw something on its foot.

In somewhat small letters on the robots left foot where 'TRASK INDUSTRIES'.

'No way," thought Spider-Man as he read it again a few more times. 'I never thought I would ever see that name on anything else again much less a giant robotic Rhinoceros.'

Beep.

Spider-Man looked up and saw that the robots eyes were now blinking red. His spider sense went off and he web pulled to a nearby building just as the robot disappeared in a white light.

'Automatic boom tube in case the robot was defeated,' Spider-Man thought while clinging to the side of the building. 'That robot was targeting me, tried to capture me and whoever controlled it obviously knew I would defeat it and made it a Trojan horse.'

Spider-Man jumped off the side of the building and started web swinging away from the scene. In his mind he knew there was only one place that the robot could have come from and it was odd seeing as though that the same person who could have made the robot died a few years ago.

"_Why exactly are we running these nimble codes into V3?" the assistant couldn't help but as Doctor Octavius._

"_It's simple really," said Octavius while he punched in the last set of numbers into a computer. "V3 needs to be programed to listen to S1 when he wears it and not devour his body like…the last one."_

_The assistant only shuddered at the memory. They brought in the psycho Cletus Cassidy a death row inmate who had 'died' just a week ago. With a few strings pulled Osborn had made him a test subject for V3._

_It had gone well for a few minutes until the suit started to reject Cassidy, even going as far as to eat most of his flesh when Cassidy struggled to stay bonded with V3. Even though he was a murderous psychopath seeing him lying in the medical ward, barely breathing and looking like an unrecognizable corpse of his formal self was a fate no one would wish upon anyone._

"_If that's the case," the assistant said looking at the computer screen and then to the tube V3 was connected to. "Why are we sending in more codes than necessary, V3 barely responds to theses codes as it is, what makes you think it will work now?"_

_Octavius turned to look at his assistant directly in the eyes. "I have no guarantee these codes will work on VS to make it more suitable for S1 but the rest of the codes I have implanted in V3 were added as a last minute request from Osborn to make sure that S1's mission is to be his main focus in the future."_

"_I hope you know what you're doing doctor."_

"_If not, then you'll do a good job of carrying on with my work. Now alert the rest of the staff; it's time to commence with the bond."_

There you go, part 1 of… I have no idea how long this will be but my goal is to make it longer than the first one. I'll have more thought into this on the second part.

Don't forget to R & R and have a nice day.

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End file.
